Casey’s HR Chief Trims Stake, Keeps >13K Share-Equivalents

Rhea-AI Filing Summary

Casey’s General Stores (CASY) – Form 4 insider transaction

Chief Human Resources Officer Chad Michael Frazell disclosed three open-market sales executed on 17 June 2025:

• 3,100 shares at a weighted-average price of $503.53
• 1,703 shares at a weighted-average price of $504.78
• 5 shares at $505.43

The total of 4,808 shares sold generated roughly $2.4 million in gross proceeds, based on the reported average prices.

After the transactions, Frazell continues to hold:

• 11,480 common shares directly
• 362 shares held indirectly via the company’s 401(k) plan
• 1,728 restricted stock units (RSUs) that vest between 2026-2028 under the 2018 Stock Incentive Plan (344, 490 and 894 units, respectively). Each RSU converts into one common share upon vesting.

No 10b5-1 trading plan is indicated, and the filing involves only the named reporting person. The sales reduce the executive’s direct ownership but still leave a meaningful equity stake and future equity incentives, suggesting continued alignment with shareholders.

Positive

• Executive retains 11,480 direct shares, 362 401(k) shares and 1,728 RSUs, indicating continued equity alignment with shareholders.
• RSUs vest through 2028, providing long-term performance incentives that support management’s commitment to future company value.

Negative

• Chief HR Officer sold 4,808 shares worth approximately $2.4 million, which may be interpreted by some investors as a short-term bearish signal.
• No 10b5-1 trading plan was disclosed, potentially inviting questions about timing and intent of the sale.

Insights

Securities Analyst

TL;DR: Mid-level insider sells ≈$2.4 M in CASY stock; impact modest given remaining holdings.

The disposal of 4,808 shares by the Chief HR Officer represents fewer than 0.1% of Casey’s ~37 M shares outstanding and leaves him with 11,480 shares plus 1,728 RSUs. While the dollar amount is sizeable, the filing shows continued equity exposure and long-dated incentives. Volume and timing do not appear coordinated under a 10b5-1 plan, which can draw investor scrutiny, but the transaction alone is unlikely to change the fundamental outlook. I view the event as neutral for valuation and sentiment: insider diversification, not a thesis-altering signal.

Corporate Governance Expert

TL;DR: Insider sale slightly negative for optics; governance risk remains low.

Frazell’s sale occurred shortly after fiscal year-end, a common window for insider activity. Absence of a disclosed 10b5-1 plan reduces the perceived automatic nature of the trade, which could raise minor perception risk. However, the executive retains over 13,500 share-equivalent units, including RSUs vesting through 2028, supporting long-term alignment. The size relative to total company float is immaterial. Overall governance implications are limited, so I classify the impact as not material, assigning a neutral to slightly negative sentiment.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FRAZELL CHAD MICHAEL

(Last) (First) (Middle)

ONE SE CONVENIENCE BOULEVARD

(Street)

ANKENY IA 50021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CASEYS GENERAL STORES INC [ CASY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/17/2025		S		3,100	D	$503.53(1)	13,188	D
Common Stock	06/17/2025		S		1,703	D	$504.78(2)	11,485	D
Common Stock	06/17/2025		S		5	D	$505.43	11,480	D
Common Stock								362(3)	I	Voting and tender rights under 401k plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted stock units	(4)							(5)	(5)	Common Stock	344		344	D
Restricted stock units	(4)							(6)	(6)	Common Stock	490		490	D
Restricted stock units	(4)							(7)	(7)	Common Stock	894		894	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $503.28 to $503.94. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

2. This transaction was executed in multiple trades at prices ranging from $504.40 to $505.11. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. Allocated to 401k plan account as of April 30, 2025. Does not include any shares allocated by the plan trustee after that date.

4. Each restricted stock unit represents the right to receive, following vesting, one share of Common Stock.

5. Pursuant to terms and conditions of 2018 Stock Incentive Plan. The remainder of this award will vest on June 15, 2026. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest on June 15, 2026, but which are subject to the satisfaction of certain performance criteria other than solely the price of Casey's Common Stock; the final amount of shares earned, if any, will be reported upon vest and satisfaction of those performance measures.

6. Pursuant to the terms and conditions of the 2018 Stock Incentive Plan. The remainder of this award will vest in equal installments on June 15, 2026, and June 15, 2027. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest on June 15, 2027, but which are subject to the satisfaction of certain performance criteria other than solely the price of Casey's Common Stock; the final amount of shares earned, if any, will be reported upon vest and satisfaction of those performance measures.

7. Pursuant to the terms and conditions of the 2018 Stock Incentive Plan, this award will vest in equal installments on June 15, 2026, June 15, 2027, and June 15, 2028. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest on June 15, 2028, but which are subject to the satisfaction of certain performance criteria other than solely the price of Casey's Common Stock; the final amount of shares earned, if any, will be reported upon vest and satisfaction of those performance measures.

Remarks:

	Scott Faber, under Power of Attorney dated January 2, 2020	06/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many Casey's (CASY) shares did the executive sell on 17 June 2025?

4,808 common shares were sold across three transactions.

What were the selling prices for the CASY insider transactions?

Weighted-average prices were $503.53, $504.78 and $505.43 per share.

How many CASY shares does the Chief HR Officer still own after the sale?

He holds 11,480 direct shares, 362 401(k) shares, and 1,728 RSUs that may convert to shares upon vesting.

When will the reported restricted stock units for CASY vest?

RSUs are scheduled to vest on 15 Jun 2026 (344 units), 15 Jun 2026-2027 (490 units) and 15 Jun 2026-2028 (894 units).

Was the CASY insider sale under a Rule 10b5-1 trading plan?

The filing does not indicate that the transactions were made pursuant to a 10b5-1 plan.